PERFECT WORLD ENTERTAINMENT

SOFTWARE END USER LICENSE AGREEMENT

Date of Last Revision: July 30, 2008
This End User License Agreement (“Agreement”) is a contract between you and Perfect
World Entertainment, Inc. ("PWE," "we" or "us") for all software provided by PWE
in connection with the Games and the Service (both as defined below) together w
ith all updates, patches, supplements and replacements provided by PWE and all a
pplicable documentation (collectively the "Software").
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT Y
OU AND YOUR USE OF THE SOFTWARE. BY CLICKING "I ACCEPT" OR BY INSTALLING, COPYI
NG OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT A
ND THE RELATED TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS AND THE TER
MS OF SERVICE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE.
1. Software License.
Subject to the terms of this Agreement, the Terms of Service that governs your u
se of the Service (defined below), and your compliance with any Rules of Conduct
posted on the Website (as defined below) or otherwise provided to you by PWE (t
he "Rules of Conduct") we grant you a nonexclusive, non-transferable license to
install and use the Software, in object code form only, on one or more personal
computing devices under your control solely to access and use the Service for yo
ur own personal, noncommercial entertainment use. Any PWE software that updates
, supplements or replaces the original Software is governed by this Agreement an
d is included within the definition of the term Software unless separate license
terms accompany such update, supplement or replacement, in which case such sepa
rate terms will govern in the event of a conflict with this Agreement or as othe
rwise provided in such separate terms. As used herein, the term “Service” means col
lectively the PWE website located at www.perfectworld.com (or any subsequent URL
which may replace it) and all officially associated websites and micro-sites (c
ollectively, the "Website"), any games operated by PWE through the Website ("Gam
es"), and all features, functions, software and services offered through the Web
site.
2. License Limitations.
The preceding states the entirety of your rights with respect to the Software, a
nd we reserve all rights not expressly granted to you in this Agreement. Withou
t limiting the foregoing, you will not do, or authorize or permit any third part
y to do, any of the following: (a) distribute, license, rent, lease, sell or tra
nsfer the Software; (b) use the Software for any commercial or business purposes
or otherwise for any purpose other than your own personal entertainment use; (c
) reverse engineer, decompile, disassemble or attempt to discover the source cod
e for the Software; (d) modify, alter or create any derivative works of the Soft
ware; (e) remove, alter or obscure any copyright, trademark or other proprietary
rights notice on or in the Software, (f) use any third party software to modify
the Software or the Service or to change game play; (g) redirect, intercept or
emulate any communication protocols used by PWE as part of the Service by any me
ans, including but not limited to protocol emulation, reverse engineering, packe
t sniffing, or modifying or adding components to the Software; (h) provide, host
, facilitate, link to or use any private servers, emulators, "matchmaking" servi
ces or other means by which the Games may be played outside of the Service; or (
i) create, use or maintain any unauthorized connections to the Software or the S
ervice. All such connections may only be made through methods and means expressl
y approved by PWE, and Games may only be played on sites hosted by (or under the
authority of) PWE.
3. Changes to Agreement.
PWE may amend or modify this Agreement (and the Terms of Service and any other r
elated agreements or terms) at any time in our sole discretion. Amendments and
modifications will be effective immediately after publishing them on the Website
or otherwise providing you a copy thereof, and you waive any right you may have
to receive specific notice of such changes or modifications. We will indicate
at the top of this Agreement the date it was last updated. You agree to and are
responsible for checking this Agreement periodically so you will be familiar wi
th its contents, as it may be amended or modified from time to time. By continu
ing to use the Software, you are signifying your acceptance of any revised or up
dated terms. . If you do not agree to the amended terms, you must stop using th
e Software.
4. Ownership.
The Software is the valuable property of PWE and its licensors and is protected
by copyright and other intellectual property laws and treaties. We and our lice
nsors own all rights, title and interest in and to the Software, including all c
opyright and other intellectual property rights in the Software.
5. Disclaimers and Consents.
(a) THE SOFTWARE IS PROVIDED TO YOU FREE OF CHARGE. ACCORDINGLY, THE SOFTWA
RE IS PROVIDED "AS IS," WITH ALL FAULTS, DEFECTS AND ERRORS, AND WITHOUT WARRANT
Y OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PWE DISCLAIMS ALL WARRAN
TIES (EXPRESS OR IMPLIED AND ARISING BY LAW OR OTHERWISE) REGARDING THE SOFTWARE
, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OR ITS PERFORMANCE OR SUITABILITY F
OR YOUR INTENDED USE. WITHOUT LIMITING THE FOREGOING, PWE DOES NOT WARRANT THAT
THE SOFTWARE WILL BE FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS, TRANSMIT D
ATA IN A SECURE MANNER, OR FUNCTION PROPERLY WITH THE SERVICE. PWE SHALL HAVE N
O LIABILITY OF ANY KIND FOR THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE S
ERVICE, INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA. SOME STATES DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION ON I
MPLIED WARRANTIES MAY NOT APPLY TO YOU.
(b) A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOS
ED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING
THE SOFTWARE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMP
TOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR
ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIO
R TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SOFTWARE AND CONSULT
YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE S
ERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DI
SORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
(c) You understand and agree that PWE may update, enhance or otherwise modif
y in any manner the Games, the Software and/or the Service at any time without n
otice.
(d) When we update or “patch” the Software, we may utilize a patch routine to ve
rify whether the most recent version of the Game is installed on your computer.
If not, the most recent version may automatically be uploaded to and installed o
n your computer, modifying or replacing any prior version of the Software that m
ay be installed on your computer, and you hereby consent to, and waive any furth
er notice of, such upload and installation. However, you understand that we hav
e no obligation to furnish any updates or patches to you pursuant to this Agreem
ent.
(e) You understand and agree that the Software may monitor and communicate i
nformation from your computer, including without limitation information relating
to hardware capacity, modifications and the presence of unauthorized third part
y programs, including programs that enable or facilitate cheating or obtaining a
n unfair advantage of any kind, allow users to modify or hack any portion of the
Software or the Service (other than as expressly authorized by PWE) or intercep
t or collect any information from or through the Software or the Service ("Unaut
horized Programs"). If the Software detects an Unauthorized Program, then the S
oftware may also communicate further information back to PWE regarding the user
and the Unauthorized Program, including without limitation information about the
users account and User ID and about the Unauthorized Program and its use. Furt
her, you understand and agree that when you communicate with other players withi
n a game or utilize any interactive features available through the Software or S
ervice, such as instant messaging, forums or chat rooms, such communications and
postings are transmitted through our servers, and we may, but are not obligated
to, monitor all such communications and postings, including those that are desi
gnated as “private.” You acknowledge that you have no expectation of privacy with re
spect to any such communications or postings, and you expressly consent to the m
onitoring and information collection described in this Section 5(d).
6. Indemnification.
You agree to defend, indemnify and hold PWE, its affiliates, independent contra
ctors and service providers, and each of their respective members, directors, of
ficers, employees and agents ("PWE Parties"), harmless from and against all clai
ms, damages, costs, liabilities and expenses (including, but not limited to, rea
sonable attorneys' fees) arising out of or related to your use of, the Software.
7. Limitation of Liability.
IN NO EVENT SHALL ANY OF THE PWE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR
ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PRO
FITS), WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWIS
E, ARISING OUT OF OR RELATING TO THE SOFTWARE, EVEN IF A PWE PARTY HAS BEEN ADVI
SED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILI
TY OF THE PWE PARTIES (WHETHER IN CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, S
TRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE SOFTWARE EXCE
ED FIVE U.S. DOLLARS (US$5). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATIO
N OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY
TO YOU.
8. Termination.
PWE may terminate this Agreement at any time, with or without cause, immediately
upon notice to you. PWE may also discontinue the Service, in which case this A
greement shall terminate automatically without notice to you. You may terminate
this Agreement by cancelling your PWE Service account opened in connection with
your use of the Software and deleting all copies of this Software in your posse
ssion or control. In the event of the termination of this Agreement for any rea
son: (a) the license granted to you in this Agreement will terminate; (b) you mu
st immediately cease all use of the Software and destroy or erase all copies of
the Software in your possession or control; and (c) Sections 4 (Ownership), 5 (D
isclaimers and Consents), 6 (Indemnification), 7 (Limitation of Liability), 8 (T
ermination), 9 (Compliance with Law), 10 (Governing Law; Jurisdiction) and 11 (G
eneral) will survive any such termination. In the event the Terms of Service agr
eement between you and PWE is terminated for any reason, this Agreement shall be
terminated automatically without notice to you.
9. Compliance with Law.
You shall comply with all applicable laws regarding your use of the Software, th
e Service and your playing of the Games. Without limiting the foregoing, you may
not download, use or otherwise export or re-export the Software except in full
compliance with all applicable laws and regulations, including, without limitati
on, the laws of the United States.
10. Governing Law; Jurisdiction.
Unless expressly prohibited by local law, this Agreement is governed by the laws
of the State of California, without regard to any conflict of law principles to
the contrary. You hereby irrevocably consent to jurisdiction of the state and
federal courts located in San Mateo County, California with respect to any proce
eding regarding this Agreement or the Software. You will not prosecute any acti
on, suit, proceeding or claim arising under or by reason of this Agreement or th
e Software except in such courts. The U.N. Convention on Contracts for the Inte
rnational Sale of Goods or any successor thereto is expressly disclaimed and doe
s not apply to this Agreement.
11. Pre-Release Versions.
If the Software you have received with this Agreement is an alpha, beta, or othe
r pre-release version of the Software (a "Pre-Release Version"), then the follow
ing additional terms shall apply:
(a) You will at your own risk and expense perform tests and other evaluation
s of the Software and Service. You will provide to PWE materials, information a
nd feedback on the results of such tests and evaluations (including, without lim
itation, questions, comments, suggestions, or the like) regarding the performanc
e, features, gameplay and functionality of the Software and Service (“Feedback”) and
will make yourself available to PWE on a reasonable basis for this purpose. Al
l Feedback will be the confidential information of PWE, and you will not use or
disclose any such Feedback to any third party without PWE’s prior written consent
in each instance.
(b) In consideration of your ability to use the Pre-Release Version, you her
eby grant to PWE an exclusive, royalty-free, irrevocable, perpetual worldwide ri
ght and license to reproduce, use, disclose, exhibit, display, transform, create
derivative works, distribute and otherwise exploit any such Feedback without li
mitation and without compensation of any kind. Further, we will be free to use a
ny ideas, concepts, know-how or techniques contained in such Feedback for any pu
rpose whatsoever, including, without limitation, developing, manufacturing, mark
eting and selling products and services incorporating such Feedback. We will hav
e no obligation to consider, use, return or preserve any Feedback you provide to
us.
12. General.
(a) Severability. If any provision of this Agreement is held by a court of comp
etent jurisdiction to be invalid, illegal, or unenforceable, the remainder of th
is Agreement will remain in full force and effect.
(b) Assignment. You may not assign this Agreement or any of its rights under th
is Agreement without the prior written consent of PWE, and any attempted assignm
ent without such consent shall be void.
(c) Entire Agreement. This Agreement, together with the Terms of Service and al
l other agreements, terms and policies incorporated herein by reference, sets fo
rth our entire agreement with respect to the Software and the subject matter her
eof and supersedes all prior and contemporaneous understandings and agreements w
hether written or oral.